“Billable Users” means those types of Users for which we charge you fees as set forth on the pricing sheet provided.

“Billing Period” means the period for which you agree to prepay fees under an Order Form, which will be the same as or shorter than the Subscription Term. For example, if you subscribe to the Service for a one (1) year Initial Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.

“Order Form” or “Order” means the Engage-approved form or online subscription process by which you agree to subscribe to the Service. Orders are completed through our online payment process using Wufoo and PayPal.

“Subscription Fee” means the amount you pay for the Service.

“Subscription Term” means the Initial Subscription Term and all Renewal Subscription Terms.

By using the Software information, tools, features and functionality located on the Engage Website (together the “Service” or “Services”), you agree to be bound by this Agreement, whether you are a “Visitor” (which means that you simply browse the Engage Website) or you are a “User” (which means that you have signed up with Engage). The term “you” or “User” refers to a Visitor or a User. If you wish to become a User and make use of the Service, you must read this Agreement and indicate your acceptance during the Sign-up process.

You may not use the Service and you may not accept this Agreement if you are not of a legal age to form a binding contract with Engage. If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity. Before you continue, you should print or save a local copy of this Agreement for your records.

For information about Engage privacy practices, please read Engage’s Privacy Policy. This policy explains how Engage treats your personal and corporate information, and protects your privacy, when you access the Engage Website and use the Service. The policy may be updated from time to time at our discretion. Changes will be effective upon posting to the site.

Subject to the terms and conditions of this Agreement, Engage grants to you, during the term of this Agreement, the non-transferable, non-sublicensable, non-exclusive, revocable right to use the Service and the Engage Website for the sole purpose of research, generate reports, and for personal use and not for purposes of resale to public, dissemination to third parties or for any other purpose. All use of the Services not permitted in these Terms of Service are strictly prohibited.

The Service is a web-based application that allows Users to engage, nurture, and manage prospects and customers on the Engage Website. You may access the Services by paying for one or more licenses to an Engage product. The license determines the precise product and service plan you have purchased.

We modify the Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. But we will not make changes to the Service that materially reduce the functionality of the Service provided to you during the Subscription Term. We might provide some or all elements of the Service through third-party service providers.

In order to use our Services, you must link your LinkedIn account to your Engage account (“Your Data”).

You retain full ownership of Your Data. We do not claim any ownership over any of Your Data.

You are solely responsible for your conduct, the content of Your Data and your communications with others while using the Services. For example, it’s your responsibility to ensure that you have all rights and permissions needed to comply with these Terms and to avoid infringement or violation of any rights of others.

You acknowledge that Engage has no obligation to monitor any information on the Services and that we are not responsible for the accuracy, completeness, appropriateness, safety or legality of Your Data or any other information or content you may be able to access using the Services.

Nothing in this Agreement will restrict Engage from collecting, using and analyzing general information and data from its customers (including you) in an aggregated manner for purposes of improving and enhancing the quality and nature of Services, or to market or publish general information and statistics, provided that Engage does not specifically identify You or disclose publicly any personally identifiable information in the course of collecting, using, analyzing, marketing or publishing that information or data. Additional information about what we do with Your Data and how we collect and use other information relating to You and Your use of the Services is explained in our Privacy Policy.

Subject to the limited exceptions specified in our Privacy Policy, until you choose otherwise, all of Your Data remains visible only to you. However, the Services do allow you to share Your Data with others. If you choose to share Your Data, we cannot be responsible for what those other users do with Your Data, so please carefully consider what you share and with whom you share it.

A Third-Party Product is any third-party product, application, service, software, network, system, directory, website, database and/or information obtained separately by you which links to the Services, or which you may connect to or enable in conjunction with the Services, including, without limitation, Third-Party Products which may be integrated directly into the Services by you or at your direction. If you or your Authorized Users (which shall be defined as any employee, contractor, or agent of yours who is authorized to use the Engage Services and who has access to the Engage Services via a unique username and password under your account) choose to share Your Data in any manner, including through a Third-Party Product or integration you are solely responsible for what that third party may do with Your Data, and your relationship with that third party . Likewise, you are solely responsible for any of the effects a Third-Party Product may have on Your Data, including deleting or corrupting Your Data. You acknowledge that Engage is not responsible for the disclosure of Your Data by you or your agents (including your Authorized Users) to any third parties or the effects of any Third-Party Product on Your Data.

What we do with Your Data, and how we collect and use other information relating to you generally is explained in our Privacy Policy.

Unless otherwise indicated on an Order Form or Statement of Work (SOW), all fees will be due and payable upon commencement of the Services (“Service Fees”). If you fail to pay Service Fees within five (5) business days of notice to you that payment is due or delinquent, or if you do not update payment information upon request, we may suspend or terminate access to the Services by you or your Authorized Users.

You will pay all applicable sales, use, service, value-added, consumption or other taxes associated with the Services you purchase. Engage will pay all taxes on its income and all taxes and insurance associated with its personnel. Payments made by credit card or debit card may be billed and processed by an agent on behalf of Engage. Such agent shall act solely as a billing and processing agent for and on behalf of Engage and shall not be construed to be providing the Service.

After the Initial Term, the Service Fees are subject to change and may be changed upon notice to you at least sixty (60) days prior to the start of any Renewal Term (as defined below).

1. Subscription Fees. The Subscription Fee will remain fixed during the “Subscription Term” means the Initial Subscription Term and all Renewal Subscription Terms. . Where a price change applies to you, we will charge or invoice you under the new price structure, starting with the next Billing Period in the Subscription Term. 2 Payment by credit card is required. When paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. If newly starting services with Engage, services will not be activated until initial payment has been made.
2. Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. All payment obligations are non-cancelable, and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.
3. Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Service. You shall have no liability for any taxes based upon our gross revenues or net income. withholding.

1. Initial Subscription Term. The initial subscription term shall begin on the effective date of your subscription and expire at the end of the period selected during the subscription process (“Initial Subscription Term”). The initial subscription term to begin use of the Engage platform is 90 days and will be on a monthly basis.
2. Renewal Subscription Term. After the initial 90-day term, your subscription will review on a month to month basis (“Renewal Subscription Term”) unless one of us gives the other written notice by email of intention to not renew the subscription (“Notice of Non-renewal”).The Renewal Subscription Term will be on the current terms and conditions of this Agreement, and subject to the pricing provided in the initial agreement. Notice of Non-renewal must be successfully sent no fewer than thirty (30) days before the end of the Subscription Term. The user must send Notice of Non-renewal by email to programs@biltd.com.
3. End of Subscription Term. The Subscription Term will end on the expiration date either party has submitted a cancellation request in the above-mentioned time frame.

The Service may permit you to see or link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. These other websites are not under Engage’s control, and you acknowledge that Engage is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Engage or any association with its operators. You further acknowledge and agree that Engage shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your email address, allows you to access the Service. That email address and password, together with any or other user information you provide form your “Profile Information.”

By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate.

If you become aware of any unauthorized use of your Profile Information, you agree to notify Engage immediately at the email address programs@biltd.com.

You understand that Engage has disclosed or may disclose business, technical or financial information relating to its business (hereinafter referred to as “Proprietary Information” of Engage). Proprietary Information of Engage includes non-public information regarding features, functionality and performance of the Service. You agree: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Engage agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that you can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from Engage, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of Engage or (e) is required to be disclosed by law.

Engage shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support, and (c) all intellectual property rights related to any of the foregoing.

Your right to access and use the Engage Website and the Service is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your password to any third party. You are only entitled to access and use the Engage Website for lawful purposes.

You agree to provide true, accurate, current and complete information about yourself, and you may not misrepresent your Profile Information. In order for the Service to function effectively, you must also keep your Profile Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Service to you will be affected.

Your access and use of the Engage Website may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Engage Website or other actions that Engage, in its sole discretion, may elect to take. We monitor and maintain 99.9% uptime or better and notify you at the earliest possible time when there is system-wide service disruptions and provide you with an estimated time to recover.

The Service and the contents of the Engage Website, including its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under Canadian, United States and international copyright, trademark and other laws. The contents of the Engage Website belong or are licensed to Engage or its software or content suppliers. You may download or print a copy of the information provided on or by the Engage Website for your personal and internal use only. Any distribution, reprint or electronic reproduction of any content from the Engage Website in whole or in part for any other purpose is expressly prohibited without our prior written consent.

You represent and warrant that you will comply with all laws and regulations applicable to your use of the Services.

You agree that you will not:

1. Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Service the Engage Website or any portion of the Service the Engage Website, without Engage express written consent, which may be withheld in Engage sole discretion;
2. Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Engage Website, other than the search engines and search agents available through the Service and other than generally available third-party web browsers (such as Google Chrome);
3. Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Engage Website or the Service; or
4. Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Engage Website or the Service.
5. Attempt to circumvent or hack any security requirement or process in the use of the Service or the Engage Website, or attempt to access any part of the Service or the Engage Website (or any of their related systems, networks, servers or other equipment) for which the User is not authorized to access, or attempt to disrupt in any manner the operation of the Service or the Engage Website, its servers or networks, or disobey any requirements, procedures, policies or regulations of our networks connected to the Engage Website, or manipulate identifiers in order to disguise the origin of any content transmitted on or through the Engage Website or the Service, or the source of any content.
6. License, sublicense, rent or lease the Service to third parties, use the Software for third-party training, commercial time-sharing or service bureau use, or otherwise make the Service available to third parties or otherwise commercially exploit the Service.

1. You must be in good standing with Engage and Brokers International to use the Engage Website or Service.
2. You must be contracted with and writing business with Brokers International on an annual basis.
3. You must maintain a subscription to Sales Navigator through LinkedIn and are responsible for paying the monthly fee.
4. You are responsible for your conduct, Content, and communications with others while using the Services. You must comply with the following requirements when using the Services:
5. You may not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purposes.
6. You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. Engage will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Engage.
7. You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.
8. Unless authorized by Engage in writing, you may not resell or lease the Services.
9. If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless Engage has agreed with you otherwise. For example, you are responsible for submitting to compliance and receive compliance approval for any messaging to be used, or profile changes to be made prior to implementation. You may not use the Services in a way that would subject Engage to those industry-specific regulations without obtaining Engage’s prior written agreement. For example, you may not use the Services to collect, protect, or otherwise handle “protected health information” (as defined in 45 C.F.R. §160.103 under United States federal regulations) without entering into a separate business associate agreement with Engage that permits you to do so.
10. Engage integrates with third-party platform providers which maintain their own terms of service that you are responsible for following. Users are responsible for being aware of and accountable for following applicable third-party terms of service and that such terms of service are subject to change without Engage’s knowledge. Engage may extend to your integrations, partnerships, or formal approvals with platforms. As a user of Engage you consent to accepting responsibility for abiding by other platforms’ applicable terms.
11. Engage may provide tools through the Service that enable you to interact with and export information to third-party services, including through features that allow you to link your account on Engage with an account on the third-party service. You are solely responsible for maintaining your accounts on such third-party services in good standing and complying with any applicable third-party terms of service and laws. By using one of these tools, you authorize Engage to act as your agent and to take actions on your behalf on or through the third-party services and you agree that Engage may transfer information to or from the applicable third-party services on your behalf and execute commands on or through such services at your direction.

THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH THE ENGAGE WEBSITE OR PROVIDED THROUGH THE SERVICE OR THE ENGAGE WEBSITE ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. ENGAGE MAKES NO REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE CONTENT OR OPERATION OF THE ENGAGE WEBSITE, THE ENGAGE WEBSITE OR OF THE SERVICE YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.

ENGAGE MAKES NO REPRESENTATIONS, CONDITIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON THE ENGAGE WEBSITE OR OF THE SERVICE, OR WHICH IS DERIVED FROM OR BY THE USE OF THE ENGAGE WEBSITE OR THE SERVICE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE CONTENT AVAILABLE THROUGH THE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.

ENGAGE IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD-PARTY PROVIDER OF ANY CONTENT, SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY ENGAGE.

THE SERVICE AND THE ENGAGE WEBSITE IS PROVIDED FOR EVALUATION AND TESTING PURPOSES ONLY, AND OWING TO ITS EXPERIMENTAL NATURE, YOU ARE ADVISED NOT TO RELY ON THE FEATURES OR PERFORMANCE OF THE SERVICE AND THE ENGAGE WEBSITE FOR ANY REASON. YOU AGREE TO USE THE SERVICE AND THE ENGAGE WEBSITE WITH ALL DUE CAUTION, AND TO TAKE EVERY PRECAUTION TO ENSURE THE INTEGRITY OF YOUR DATA, HARDWARE, SOFTWARE.

ENGAGE SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFIT, DATA, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR USE OR ACCESS TO THE ENGAGE WEBSITE, THE SERVICE OR THIS AGREEMENT, EVEN IF ENGAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ENGAGE’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED, IN AGGREGATE FOR ANY AND ALL CLAIMS ARISING OUT OF, OR RELATED TO THIS AGREEMENT, TO THE LESSER OF ONE HUNDRED DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SERVICE IN THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

YOU HEREBY WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION OR HAVE A TRIAL BY JURY FOR ANY MATTER, DISPUTE, PROCEEDING OR ACTION ARISING OUT OF, OR RELATED TO, THIS AGREEMENT.

You shall defend, indemnify and hold harmless Engage and Brokers International and its officers, directors, agents, owners, shareholders and employees, from and against all claims, actions, proceedings, fees, costs, damages and expenses, including but not limited to attorney’s fees, in whole or in part arising out of or attributable to any breach of this Agreement by you or to any use by you of the Service or the Engage Website.

Engage may modify this Agreement from time to time. You will be notified of any and all changes to this Agreement through a prominent notice on the Engage Website site or an email notice. In addition, the Agreement will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Service after those changes are posted.

If there is any dispute between you and Engage about or involving the Engage Website or the Service, by using the Engage Website or the Service, you agree that the dispute shall be governed by and construed in accordance with the laws of the State of Iowa.. You hereby agree to submit to the exclusive jurisdiction of the courts of the state of Iowa in respect to any claim, proceeding or action relating to or otherwise arising out of or related to this Agreement, the Engage Website, or its Service howsoever arising, provided always that Engage may seek and obtain injunctive relief in any jurisdiction in relation to this Agreement.

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

You agree that if Engage does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Engage has the benefit of under any applicable law), this will not be taken to be a formal waiver of Engage’s rights and that those rights or remedies will still be available to Engage.

All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement.

Notwithstanding any term to the contrary contained in this Agreement, the provisions which by their nature ought reasonably to survive shall survive any actual or purported termination or expiry of this Agreement, and continue in full force and effect, including without limitation all sections herein.

This Agreement represents the entire understanding and agreement between you and Engage regarding the subject matter of the same, and supersedes and replaces all other previous agreements, including, without limitation all previously posted agreements.

End of Terms of Service